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PART I

INTRODUCTION; CLAIMS PROCEDURE

ARTICLE 1.

INTRODUCTION

Eversource Energy (the “Company”) has established the Eversource Supplemental Executive Retirement Program (the “SERP Program”) which comprises the following supplemental retirement plans maintained by the Company. The Eversource Supplemental Executive Retirement Plan (NSTAR I), as restated effective January 1, 2015, (the “NSTAR I Plan”) provides certain supplemental retirement payments for the benefit of certain key executive employees. The Eversource Supplemental Executive Retirement Plan (NSTAR II), as restated effective January 1, 2015, (the “NSTAR II Plan”) is maintained for the benefit of certain key executives who participate in the Eversource Pension Plan, as amended from time to time (the “Pension Plan”), and their beneficiaries. The Company and Northeast Utilities (“NU”), Northeast Utilities Service Company (“NUSCO”), and certain other entities in which the Company holds, directly or indirectly, more than a 50 percent voting interest also maintain the Eversource Supplemental Executive Retirement Plan (NU), as restated effective January 1, 2015, (the “NU Plan”) to provide certain executives with supplemental retirement benefits in addition to the retirement benefits provided under the Pension Plan.

This SERP Program document (the “SERP Program Document”) is intended to consolidate the governing plan documents of each of the NSTAR I Plan, the NSTAR II Plan and the NU Plan (each, a “Plan,” and together, the “Plans”), and comprises four constituent parts. Part I of the SERP Program Document provides a common introduction and a uniformly applicable claims procedure, effective January 1, 2015, for the Plans. Part I further provides common defined terms which shall have uniform applicability to each of the Plans except as may be otherwise

specifically provided in a Plan. The separate provisions of each of the NSTAR I Plan, the NSTAR II Plan and the NU Plan are set forth in Parts II, III and IV, respectively, and each such Part shall have separate applicability as therein provided.

ARTICLE 2.

CLAIMS PROCEDURE

2.1

Filing a Claim for Benefits. A Participant or other person entitled to benefits under the Plans (or the authorized representative of such Participant or other person) may make a claim for benefits by filing a request with the Senior Vice President – Human Resources (or a successor executive of comparable position, to be identified by the Company) (the “Plan Administrator”). Such request shall be made by such written, telephonic or electronic means as shall be prescribed by the Plan Administrator. All such claims must be submitted within the "applicable limitations period." The "applicable limitations period" shall be six (6) years, beginning on (a) in the case of any payment, the date on which the payment was made, or (b) for all other claims, the date on which the action complained of occurred. Additionally, upon denial of an appeal pursuant to Section 2.4, a Participant or such other person shall have six (6) years within which to bring suit against the applicable Plan for any claim related to such denied appeal; any such suit initiated after such six (6) year period shall be precluded.

2.2

Notice of Denial of Claim. If a claim is wholly or partially denied, the Plan Administrator shall furnish the claimant with written or electronic notification of the adverse benefit determination. Any electronic notification shall comply with the standards imposed by 29 C.F.R. Section 2520.104(b)-1(e)(1)(0, (iii) and (iv). The notification shall set forth in a manner calculated to be understood by the claimant:

(a)

the specific reason or reasons for the adverse benefit determination;

(b)

reference to the specific provisions of the applicable Plan on which the determination is based;

(c)

a description of any additional material or information necessary for the claimant to perfect his or her claim and an explanation of why such material or information is necessary; and

(d)

a description of the Plans’ procedures for review of an adverse benefit determination and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

Such notification shall be furnished to the claimant within ninety (90) days after receipt of his or her claim, unless special circumstances require an extension of time for processing such claim. If an extension of time for processing is required, the Plan Administrator shall, prior to the termination of the initial ninety (90) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the benefit determination. In no event shall an extension exceed a period of ninety (90) days from the end of the initial ninety (90) day period.

2.3

Appeal of Denied Claim. A claimant or his or her authorized representative may appeal an adverse benefit determination by filing a written request for review with the Advisory Committee (as such term is defined in the Eversource 401(k) Plan, formerly named the Northeast Utilities Service Company 401k Plan) within sixty (60) days after receipt by the claimant of the notification of such adverse benefit determination. A claimant or his or her duly authorized representative:

(a)

may submit to the Advisory Committee written comments, documents, records, and other information relating to the claim for benefits; and

(b)

shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant's claim for benefits.

The Advisory Committee's review of any adverse benefit determination shall take into account all comments, documents, records and other information submitted by the claimant or his or her authorized representative relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

2.4

Decision on Appeal. The Advisory Committee shall provide the claimant with written or electronic notification of the benefit determination on review not later than sixty (60) days after receipt of a request for review, unless special circumstances require an extension of time for processing. Any electronic notification shall comply with the standards imposed by 29 C.F.R. Section 2520.104b-1(c)(1)(i), (iii) and (iv). If an extension of time for processing is required, the Advisory Committee shall, prior to the termination of the initial sixty (60) day period, furnish the claimant with written notice indicating the special circumstances requiring an extension of time and the date by which the Advisory Committee expects to render the determination on review. In no event shall such extension exceed a period of sixty (60) days from the end of the initial sixty (60) day period.

In the case of an adverse benefit determination, the notification shall set forth in a manner calculated to be understood by the claimant, including specific references to the pertinent applicable Plan provisions, the determinations, decisions and other actions of the Plan

Administrator, taken in accordance with the provisions hereof, which shall be final, conclusive and binding on all parties, including the following:

(a)

the specific reason or reasons for the adverse determination;

(b)

reference to the specific provisions of the applicable Plan on which the determination is based;

(c)

a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant's claim for benefits; and

(d)

a statement of the claimant's right to bring a civil action under Section 502(a) of ERISA.

PART II

EVERSOURCE SUPPLEMENTAL EXECUTION RETIREMENT PLAN (NSTAR I)

INTRODUCTION

The NSTAR I Plan (formerly named the NSTAR Supplemental Retirement Plan I and NSTAR Supplemental Executive Retirement Plan) is maintained by the Company to provide certain supplemental retirement payments for the benefit of certain key executive employees as described herein. The Plan consists of two parts: Part A, which is the Eversource 409A Supplemental Executive Retirement Plan I (the “409A Plan”), and Part B, which is the Plan as restated effective August 25, 1999 and as in effect on October 3, 2004 (the “Grandfathered Plan”). The 409APlan was sponsored by NSTAR until April 10, 2012, when NSTAR LLC became Plan Sponsor. On October 31, 2013, the Northeast Utilities became Plan Sponsor. On April 30, 2015, the Northeast Utilities name was changed to Eversource Energy, and Eversource is the Plan Sponsor effective June 19, 2015.

The 409A Plan is intended to comply with the requirements of section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and guidance issued thereunder and shall be interpreted and administered in a manner consistent with such requirements. For the avoidance of doubt, the terms of the 409A Plan shall apply to benefits accrued on or after January 1, 2005 and benefits accrued but not vested as of December 31, 2004 under the Grandfathered Plan. The terms of the 409A Plan are set forth as Part A.

All benefits accrued and vested as of December 31, 2004 (the “Grandfathered Benefit Amount”) shall be grandfathered for purposes of Code section 409A and shall be governed by the Plan as it was in effect on October 3, 2004. The Grandfathered Plan is frozen as of December 31, 2004. No additional benefit shall accrue under the Grandfathered Plan after December 31, 2004 and no individual not a Participant as of December 31, 2004 shall thereafter become a Participant in the

Grandfathered Plan. The Grandfathered Plan has not been amended or modified in any way since October 3, 2004, and a copy of the Grandfathered Plan as it was in effect on October 3, 2004 is attached as Part B. Also attached is an Appendix to the Grandfathered Plan (Part B) which memorializes the methodology for calculating, in accordance with applicable provisions of the Grandfathered Plan, the Grandfathered Benefit Amount credited to each Participant under the Grandfathered Plan.

PART A

NSTAR 409A

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I

SECTION 1.

ADMINISTRATION

The Plan Administrator will be responsible for administration of the 409A Plan as set forth herein. The Plan Administrator shall make all determinations with respect to claims for benefits hereunder, in accordance with the provisions of Part I of the SERP Program Document. All decisions, interpretations and determinations made by the Plan Administrator relating to the 409A Plan will be made in his or her sole discretion, and will be final and conclusive and binding upon all persons.

The Company agrees to indemnify and defend the Plan Administrator to the fullest possible extent permitted by law a (including any person formerly involved with Plan administration as a member of the former NSTAR Executive Personnel Committee or the former NSTAR Retirement Plans Committee) against all liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the 409A Plan.

SECTION 2.

PARTICIPANTS

Participants in the 409A Plan will be those key executive employees of the Company or its affiliates who were specifically approved by the former NSTAR Executive Personnel Committee for participation in the 409A Plan before April 10, 2012. The 409A Plan shall be closed as of such date to all other employees.

SECTION 3.

BENEFITS

(a)

Full Benefit. Each Participant who attains his or her Full Benefit Age (as hereinafter defined) while an employee of the Company or its affiliates and who thereafter has a Separation from Service will receive a benefit calculated as of the first day of the month following such Separation from Service, expressed as an annual single life annuity benefit, equal to the excess (if any) of (A) over (B), minus (C), where:

(A)

is the excess of (i) 60% of his or her Highest Average Total Compensation (as hereinafter defined), over (ii) 50% of the Participant’s Primary Social Security Benefit (as hereinafter defined), which excess is then multiplied by a fraction the numerator of which is his or her Full Years of Continuous Service (as hereinafter defined) at the time of his or her Separation from Service (which in no event shall exceed 20) and the denominator of which is 20;

(B)

is the sum of the annual single life annuity benefits which the Participant would be entitled to receive as of the first day of the month following such Separation from Service from the NSTAR Pension Plan, as may be amended from time to time (the “NSTAR Pension Plan”) and the Eversource Supplemental Executive Retirement Plan (NSTAR II), previously known as the NSTAR Supplemental Executive Retirement Plan II, as it may be amended from time to time (the “SERP II”), irrespective of the actual time and form of payment of the benefits from such Plans; and

(C)

is the annual single life annuity benefit, if any, which the Participant would be entitled to receive as of the first day of the month following such Separation from Service from the Grandfathered Plan, irrespective of the actual time and form of payment of the Grandfathered Benefit Amount.

(b)

Reduced Benefit. Each Participant who attains age 55 while an employee of the Company or its affiliates, who completes five Full Years of Continuous Service and who thereafter has a Separation from Service prior to his Full Benefit Age will receive a reduced benefit expressed as an annual single life annuity benefit calculated as of the first day of the month following such Separation from Service, in the same manner as described in Section 3(a) above for a full benefit, except that for purposes of Section 3(a), the amount in (A) above shall be reduced by a percentage equal to 0.41666% multiplied by the aggregate number of months between the Participant’s Separation from Service and his or her Full Benefit Age. A Participant who has not attained age 55 or who has not completed five Full Years of Continuous Service, but who has entered into a change in control agreement with the Company or an affiliate and whose age plus the number of any additional years of service credited to him under said change in control agreement for purposes of the 409A Plan is 50 or more, will be considered to have an accrued benefit under the 409A Plan for purposes of said change in control agreement, based upon his or her number of Full Years of Continuous Service and calculated and reduced as of his or her Separation from Service in the same manner as described in the preceding provisions of this Section 3(b).

(c)

Form of Benefits.

(i)

Participants in the SERP II. With respect to any individual who is a Participant in the SERP II, the annual benefit, expressed as a single life annuity, payable to such Participant under Section 3(a) or 3(b) above will be paid in the same form of payment as is elected by the Participant pursuant to the SERP II and, with respect to a Participant who elects an optional form of annuity, determined pursuant to the SERP II.

(ii)

Participants Not in the SERP II. With respect to any individual who is not a Participant in the SERP II, the annual benefit, expressed as a single life annuity, payable to such Participant under Section 3(a) or (b) above will be paid as a Single Sum.

(d)

Timing of Payment.

(i)

Participants in the SERP II. With respect to any individual who is a Participant in the SERP II, the benefit payable under 3(a) or 3(b) above shall be paid at the same time as the benefit under the SERP II.

(ii)

Participants Not in the SERP II. With respect to any individual who is not a Participant in the SERP II, the benefit payable under Section 3(a) or (b) above will be paid on the first day of the seventh calendar month after the date of the Participant’s Separation from Service.

(iii)

Adjustment for Delayed Payment. The benefit described in Section 3(a) or (b) above is calculated as of the first day of the month following Separation from Service. The Single Sum form of payment shall be increased with interest to the delayed payment date. For forms of payment other than Single Sum, the missed monthly payments shall be accumulated with interest and paid in a single sum at the payment date. For all purposes, interest is determined using the interest rate defined by the Plan Administrator for use in determining the actuarial equivalent lump sum value.

(e)

Benefit Definitions. For purposes of the 409A Plan, the following terms have the following meanings:

(1)

Highest Average Total Compensation means the average of the Participant’s Total Compensation (as hereinafter defined) for the 36 consecutive months in which the Participant had the highest Total Compensation.

(2)

Single Sum means a single payment amount determined pursuant to Section 3(a) or (b) above (as applicable) but using the actuarial equivalent lump sum value of each of the amounts described in Section 3(a)(A), (B) and (C), as set forth in Appendix A.

(3)

Full Benefit Age means, for each Participant, age 62 or such other age as the Plan Administrator has determined in writing with respect to that Participant.

(4)

Primary Social Security Benefit means the “Primary Social Security Benefit,” as defined under the NSTAR Pension Plan as determined by the Plan Administrator.

(5)

Total Compensation means, for any calendar month, the Participant’s base compensation and annual bonus payments paid to the Participant during such calendar month by the Company or its affiliate, plus any amounts that would have been paid to the

Participant during the calendar month by the Company or its affiliate as base compensation or annual bonus but for a salary reduction agreement in effect during such month under the Eversource Deferred Compensation Plan, as may be amended from time to time (or under any predecessor deferred compensation plan), as may be amended from time to time, or pursuant to Sections 125 or 401(k) of the Code.

(6)

Spousal Joint and Survivor Annuity means, for purposes of determining death benefits under Section 4, an annuity of actuarial equivalent value to a single life annuity (as determined by the Plan Administrator with reference to such actuarial factors as it shall select from time to time), under which the Participant receives a reduced benefit during his or her lifetime, and following the Participant’s death, 50% of such reduced benefit is paid for the life of the person who was the Participant’s spouse on the date benefits commenced to the Participant.

(7)

Full Years of Continuous Service means, for each Participant, the Participant’s number of full years of continuous service with the Company and its affiliates or NSTAR and its affiliates for purposes of the NSTAR Pension Plan, beginning with the date on which the individual becomes a Participant in the Plan, credited to the Participant for purposes of the Plan by the Plan

Administrator, plus such other periods, if any, as the Plan Administrator shall determine.

(8)

Separation from Service means separation from service with the Company and its affiliates within the meaning of Treasury Regulation §1.409A-1(h). A Participant on medical leave for a period of more than twenty nine (29) months shall be deemed to have a Separation from Service on the day following the end of the 29th month of medical leave. For purposes of this paragraph, a medical leave is a leave of absence due to a medically determined physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months, where such impairment causes the employee to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

SECTION 4.

DEATH BENEFIT

(a)

Amount of Pre-Retirement Death Benefits. In the case of a Participant who dies after attaining age 55 and completing five Full Years of Continuous Service, but prior to his or her Separation from Service, his or her surviving spouse, if any, will be entitled to receive an amount equal to the benefit such spouse would have received if the Participant had a Separation from Service immediately prior to his or her death and commenced receiving his or her benefit under the 409A Plan on the first day of the following month under the 50% Spousal Joint and Survivor Annuity form. If the death benefit is payable as a Single Sum under Section 4(b) below, the amount of the Single Sum shall be the actuarial equivalent of the survivor benefit under the 50%

Spousal Joint and Survivor Annuity determined using the interest and mortality assumptions selected by the Plan Administrator and as in effect on the date of the Participant’s death. No death benefit is payable if the Participant is not married upon the date of his or her death.

(b)

Timing and Form of Pre-Retirement Death Benefits. With respect to any Participant who is also a Participant in the SERP II, benefits under Section 4(a) will be paid at the same time and in the same form as the death benefit under the SERP II. With respect to any Participant who is not a Participant in the SERP II, benefits payable under Section 4(a) shall be paid in a Single Sum as soon as reasonably practicable after the Participant’s death, but in all events within 90 days after the Participant’s death. For the avoidance of doubt, if such 90 day period ends in the taxable year following the taxable year in which the Participant’s death occurs, neither the Participant nor any beneficiary shall have the right to designate the taxable year in which the benefits will be distributed.

(c)

Post-Retirement Death Benefits. If a Participant dies after his or her Separation from Service but before benefits commence under Section 3 above, his or her beneficiary will be entitled to receive the benefit (if any) that such beneficiary would have received if the Participant had commenced receiving benefits under the 409A Plan immediately prior to his or her death in the form provided under Section 3(c) above; provided, however, that if the Participant elected to receive a Single Sum (or was required to receive a Single Sum pursuant to Section 3(c)(ii) above) then the beneficiary shall receive the Single Sum that would otherwise have been payable to the Participant, on the date that the Participant would have received such payment under Section 3(d). For the avoidance of doubt, no benefits will be payable pursuant to this Section 4(c) if the form of payment under Section 3(c) was a straight life annuity.

(d)

Beneficiary. For purposes of this Section 4, “beneficiary” shall mean the beneficiary designated by the Participant under the Pension Plan or, if none, the Participant’s spouse, or if none, the Participant’s estate.

SECTION 5.

NO PLAN ASSETS

Except as herein provided, the Company and its affiliates shall not be required to set aside or segregate any assets of any kind to meet its obligations hereunder and all benefits payable under the 409A Plan will be paid from the general assets of the Company and its affiliates. The Company or any of its affiliates may, however, establish one or more “grantor trusts” of which the Company or its affiliate is treated as the owner under Subpart E, Part I, Subchapter J, Chapter 1, Subtitle A of the Code (a “grantor trust”) and may deposit funds with the trustee of such grantor trust to facilitate the payment of benefits under the 409A Plan. In the event the Company or any of its affiliates establishes such a grantor trust or trusts with respect to the 409A Plan and at the time of a Change of Control (as defined in Appendix A attached hereto), any such trust (i) has not been terminated or revoked, and (ii) is not “fully funded” the Company or its affiliate shall within ten days of such Change of Control deposit in such grantor trust or trusts assets sufficient to cause the trust or trusts to be “fully funded” as of the date of the deposit (as determined in its sole discretion by a majority of the individuals who were members of the Committee immediately prior to such Change of Control).

SECTION 6.

PARTICIPANT’S RIGHTS; NO ASSIGNMENT

A Participant’s or beneficiary’s rights to benefits under the 409A Plan shall be no greater than the rights of a general, unsecured creditor of the Company or its affiliates, and shall not be assignable or subject to alienation, anticipation, garnishment, attachment, or any other legal process by his creditors.

SECTION 7.

NO CONTRACT OF EMPLOYMENT

The 409A Plan shall not be deemed to constitute a contract of employment between the Company or its affiliates and any Participant, or to be consideration for the employment of any Participant, and nothing in this 409A Plan shall give any Participant any right to be employed or to continue employment by the Company or its affiliates.

SECTION 8.

APPLICATION OF ERISA

The 409A Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be administered in a manner consistent with that intent.

SECTION 9.

AMENDMENT OR TERMINATION

This 409A Plan may be amended or terminated at any time and in any respect by the Company or the Committee; provided, however, that the 409A Plan shall only be terminated to the extent, and in the manner, permitted by Code section 409A. No amendment or termination shall reduce or otherwise adversely affect the rights of any Participant or his or her beneficiary to benefits accrued under the 409A Plan immediately prior to such amendment or termination without his or her prior written consent; and no amendment or termination following a Change of Control shall eliminate or reduce the Company’s or its affiliates’ obligations to deposit assets in the grantor trust or trusts as described in Section 5. Furthermore, following a Change of Control, this Section 9 may not be amended.

SECTION 10.

GOVERNING LAW

The 409A Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, to the extent such laws are not preempted by ERISA.

APPENDIX A

For the purposes of this 409A Plan, a “Change of Control” shall mean:

The acquisition by any Person (or more than one Person acting as a group) of ultimate beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) more than 50% of the then outstanding common shares (or shares of common stock) of the Parent (the “Outstanding Parent Common Shares”) or (ii) 30% or more of the combined voting power of the then outstanding voting securities of the Parent entitled to vote generally in the election of trustees (or directors) (the “Outstanding Parent Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Parent, (ii) any acquisition by the Parent or an affiliate of the Parent, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Parent, the Company or any affiliates of the Parent or (iv) any acquisition by any Person pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Appendix A; or

Individuals who, as of the date hereof, constitute the Board of Trustees of the Parent (the “Incumbent Board”) cease for any reason to constitute at least a majority of such board; provided, however, that any individual becoming a trustee (or director) subsequent to the date hereof whose election, or nomination for election by the Parent’s shareholders, was approved by a vote of at least a majority of the trustees (or directors) then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with

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respect to the election or removal of trustees (or directors) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than such board; or

Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Parent (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Parent Common Shares and Outstanding Parent Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, immediately following such Business Combination 50% or more of, respectively, the then outstanding common shares (or shares of common stock) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of trustees (or directors), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Parent or all or substantially all of the Parent’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Parent Common Shares and Outstanding Parent Voting Securities, as the case may be, (ii) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Parent or the Company or such entity resulting from such Business Combination) ultimately beneficially owns, directly or indirectly, more than 50% of, respectively, the then outstanding common shares or shares of common stock of the entity resulting from such Business Combination or 30% or more of the combined voting power of the then outstanding voting securities of such entity except to the extent that

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such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of trustees (or board of directors) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Trustees of the Parent, providing for such Business Combination; or

Approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.

Notwithstanding anything contained in this Appendix A or the Plan to the contrary, the merger transactions contemplated by the Agreement and Plan of Merger dated October 16, 2010 (the “Merger Agreement”), among NSTAR, Northeast Utilities, NU Holding Energy 1 LLC (“Acquisition Sub”), and NU Holding Energy 2 LLC (“Merger Sub”), pursuant to which, among other things, Merger Sub was merged with and into NSTAR and immediately thereafter NSTAR was merged with and into Acquisition Sub, shall not be considered a Change of Control for the purposes of this Plan. In addition, the transaction in which the name of the Parent was changed from Northeast Utilities to Eversource shall not constitute a Change in Control for purposes of this Plan.

For purposes of this Appendix A, the term “Parent” shall mean Eversource, or, if any entity shall own, directly or indirectly through one or more subsidiaries, more than 50% of the outstanding common shares of Eversource, such entity, and the term “Person” shall mean any individual, corporation, partnership, company, limited liability company, trust or other entity, which term shall include a “group” within the meaning of Section 13(d) of the Securities Act of 1934, as amended.

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“Single Sum”

For purposes of calculating the Single Sum Payment upon Separation from Service under this 409A Plan,

•

The actuarial equivalent value of the benefit described in Section 3(a)(A) shall be determined using the interest and mortality assumptions selected by the Plan Administrator and as in effect on the date of the Participant’s Separation from Service.

•

The actuarial equivalent value of the benefit described in Section 3(a)(B) shall be the lump sum benefit to which the participant would be entitled under the Pension Plan and the SERP II, calculated as of the first day of the month after the Participant’s Separation from Service.

•

The actuarial equivalent value of the benefit described in Section 3(a)(C) shall be the lump sum benefit to which the participant would be entitled pursuant to the Grandfathered Plan.

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PART B

NSTAR SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN I –

GRANDFATHERED PLAN

as in effect on October 3, 2004

APPENDIX B

The Grandfathered Benefit Amount shall be determined in accordance with the terms of the Grandfathered Plan as in effect on October 3, 2004. This Appendix B is intended to memorialize the methodology for calculating the Grandfathered Benefit Amount. Subject to the foregoing, the Grandfathered Benefit Amount shall be calculated as follows, with reference to the following Table I:

409A Grandfathered Annuity (annual amount): greater of (i) and (ii) defined below.

(i)

The excess, if any, of (a) over (b):

(a)

the amount in Table I Column 1 adjusted for early retirement for a benefit commencing 12/31/04

(b)

the sum of the amounts in Table I Columns 4 and 5, and the amount in Table I Column 6 adjusted for early retirement for a benefit commencing 12/31/04.

(ii)

The excess, if any, of (a) over (b):

(a)

the amount in Table I Column 1 adjusted for early retirement for a benefit commencing at the determination date

(b)

the sum of the amounts in Table I Columns 2 and 3, brought forward from 12/31/04 with interest to the determination date using the interest credit defined in J.6. of the Pension Plan and converted to a single-life annuity using the NSTAR Pension Plan annuity conversion factors in effect at 12/31/04 for a benefit commencing at the determination date, and the

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amount in Table I Column 6 adjusted for early retirement for a benefit commencing at the determination date.

409A Grandfathered Lump Sum: greater of (i) and (ii) defined below.

(i)

The excess, if any, of (a) over (b):

(a)

the amount in 1.(i)(a) above multiplied by the present value factor at 12/31/04

(b)

the sum of the amounts in Table I Columns 2 and 3, and the amount in Table I Column 6 adjusted for early retirement for a benefit commencing 12/31/04 multiplied by the present value factor at 12/31/04.

(ii)

The excess, if any, of (a) over (b):

(a)

the amount in 1.(ii)(a) above multiplied by the present value factor at the determination date

(b)

the sum of the amounts in Table I Columns 2 and 3, brought forward from 12/31/04 with interest to the determination date using the interest credit defined in J.6. of the Pension Plan, and the amount in Table I Column 6 adjusted for early retirement for a benefit commencing at the determination date multiplied by the present value factor at the determination date.

The determination date is the first day of the month following the date the Participant ceases to be an employee of the Company and its affiliates.

The early retirement adjustment and present value factor applicable to the amount in Table I Column 6 is as defined under the NSTAR Pension Plan. For all other references in this Appendix, present value factors are determined using reasonable interest and mortality assumptions selected by the Plan Administrator for use at the date of the Participant’s date of determination.

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APPENDIX B
Table I

Effective January 1, 2015

PART III

EVERSOURCE SUPPLEMENTAL EXECUTION RETIREMENT PLAN (NSTAR II)

INTRODUCTION

The NSTAR II Plan (formerly named the NSTAR Supplemental Executive Retirement Plans and the NSTAR Excess Benefit Plan) is maintained by the Company for the benefit of certain key executives who participate in the Pension Plan, as described in Article I below (the “Participants”), and their beneficiaries. The Plan consists of two parts: Part A, which is the Eversource 409A Supplemental Executive Retirement Plan II (the “409A Plan”), and Part B, which is the Plan as in effect on October 3, 2004 (the “Grandfathered Plan”). The 409A Plan was sponsored by NSTAR until April 10, 2012, when NSTAR LLC became Plan Sponsor. On October 31, 2013, the Northeast Utilities became Plan Sponsor. On April 30, 2015, the Northeast Utilities name was changed to Eversource Energy, and Eversource is the Plan Sponsor, effective June 19, 2015.

All benefits accrued and vested as of December 31, 2004 (the “Grandfathered Benefit Amount”) shall be grandfathered for purposes of Code section 409A and shall be governed by the Grandfathered Plan. The Grandfathered Plan is frozen as of December 31, 2004. No additional benefit shall thereafter accrue under the Grandfathered Plan after December 31, 2004 and no

individual not a Participant as of December 31, 2004 shall thereafter become a Participant in the Grandfathered Plan. The Grandfathered Plan has not been amended or modified in any way since October 3, 2004, and a copy of the Grandfathered Plan as it was in effect on October 3, 2004 is attached as Part B. Also attached is an Appendix to the Grandfathered Plan (Part B) which memorializes the methodology for calculating, in accordance with applicable provisions of the Grandfathered Plan, the Grandfathered Benefit Amount credited to each Participant under the Grandfathered Plan.

PART A

EVERSOURCE 409A SUPPLEMENTAL EXECUTIVE

RETIREMENT PLAN II

ARTICLE I

INTRODUCTION AND PURPOSE

The purpose of the 409A Plan is to provide certain retirement benefits with respect to those Participants described herein. Participants in the 409A Plan will be those key executive employees of the Company or its affiliates: (a) who are specifically designated by the Plan Administrator as eligible to participate in the 409A Plan, (b) who are participants in the Pension Plan, (c) who retire or have retired under the Pension Plan, and (d) whose Pension Plan benefits are, or will be, restricted by: (i) the limitations imposed under section 415 of the Code, or (ii) the limitations imposed under Section 401(a)(17) of the Code. For purposes of this 409A Plan, the limitations described in the preceding sentence (the “Limitations”) shall be deemed to include the corresponding limitations set forth in, or applicable under, the terms of the Pension Plan.

With respect to those Participants whose Pension Plan benefits are, or will be, restricted by the limitations imposed under section 415 of the Code, the 409A Plan is intended to be an “excess benefit plan” within the meaning of section 3(36) of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), and shall be administered in a manner consistent with that intent. With respect to those Participants whose Pension Plan benefits are, or will be, restricted by the limitations imposed under section 401(a)(17) of the Code, the 409A Plan is intended to be “a plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of

management or highly compensated employees” within the meaning of sections 201(2), 301(a)(3) and 401(a)(3) of ERISA, and shall be administered in a manner consistent with that intent.

Nothing in the 409A Plan shall be deemed to require the setting aside of any assets, in trust or otherwise, for the payment of 409A Plan benefits. Interests in the 409A Plan are non-assignable, and are not subject to alienation, anticipation, garnishment, attachment or any other legal process. A Participant’s or beneficiary’s rights to benefits under the 409A Plan shall be no greater than the rights of a general, unsecured creditor of the Company or its affiliates. However, the Company or any of its affiliates may establish one or more trusts of which the Company or its affiliates is treated as the owner under Subpart E, Part I, of Subchapter J, Chapter 1 Subtitle A of the Code (a “grantor trust”), and may from time to time deposit funds with the Trustee of such grantor trust or trusts to facilitate payment of benefits under the 409A Plan. In the event the Company or any of its affiliates establishes such a grantor trust or trusts with respect to the 409A Plan and at the time of a Change of Control (as defined in Appendix A attached hereto) any such trust: (i) has not been terminated or revoked and (ii) is not “fully funded” (as determined in its sole discretion by a majority of the individuals who were members of the Compensation Committee of the Board of Trustees of Northeast Utilities (the “Committee”) immediately prior to such Change of Control), the Company or its affiliate shall within ten days of such Change of Control deposit in such grantor trust or trusts assets sufficient to cause the trust or trusts to be “fully funded” (as determined in its sole discretion by the majority of the individuals who were members of the Committee immediately prior to such Change of Control). Nothing in this Plan shall give any Participant any right to be employed or to continue employment by the Company or its affiliates.

ARTICLE II

BENEFITS

2.1

Amount of Benefit. Each Participant in the 409A Plan, or the surviving beneficiary of a deceased Participant, shall be entitled to a benefit, payable in accordance with Article III below, which is expressed as a single sum equal to the excess (if any) of: (a) minus (b), over (c), where

(a)

is the Participant’s or surviving beneficiary’s single sum benefit under the Pension Plan, computed under the provisions of the Pension Plan without regard to the Limitations,

(b)

is the Participant’s or surviving beneficiary’s single sum benefit under the Pension Plan, computed taking into account the Limitations, and

(c)

is the single sum amount of the Participant’s benefit under the Grandfathered Plan (if any).

2.2

Adjustment Through the Payment Date. The single sum benefit described in Section 2.1 above shall be increased with interest, as provided under the Crediting of Interest section of the Pension Plan, from the first day of the month following the month in which the applicable payment event described in Section 3.2 occurs, until the date payments commence in accordance with Section 3.2 below. If the form of payment elected by the Participant in accordance with Section 3.1(a) below is other than a single sum, the benefit payable in the elected form shall be calculated based on the single sum as of the date on which payments commence, in accordance with the provisions of the Pension Plan.

ARTICLE III

PAYMENT OF BENEFITS

3.1

Form of Payment.

(a)

Participants as of December 31, 2007.

(i)

With respect to any individual who is a Participant in the 409A Plan as of December 31, 2007, benefits payable under this 409A Plan shall be paid in the form selected by the Participant from among the forms offered by the Pension Plan. Such election shall be made in writing, on such form as the Company may require, prior to December 31, 2008, in a manner consistent with transition guidance under Code section 409A, and shall be available to Participants whose distribution date or dates would fall after December 31, 2008.

(ii)

A Participant described in this Section 3.1(a) who has elected a life annuity form of distribution as defined in Treas. Reg. §1.409A-2(b)(2)(ii) may, at any time before any annuity payment has been made, elect to change such form of distribution to an actuarially equivalent life annuity of another type in accordance with Treas. Reg. §1.409A-2(b)(2)(ii).

(iii)

A Participant described in this Section 3.1(a) may elect to change his or her election as to the form of distribution again after December 31, 2008, provided that: (a) the Participant has not previously made an election change under this Section 3.1(a)(iii); (b) such election change will not take effect until 12 months after the date on which the election change is made, (c) a Participant is an employee of the Company or its affiliates on the date such election is made; and (d) payment will be deferred for a period of five years from the date such payment would otherwise be made, in accordance with Treas. Reg. §1.409A-2(b)(1).

All elections under this Section 3.1(a) shall be made in accordance with rules and procedures established by the Plan Administrator.

(b)

Participants After December 31, 2007.

With respect to any Participant who becomes a Participant on or after January 1, 2008, benefits payable under the 409A Plan shall be paid in a single sum.

3.2

Timing of Payment

(a)

Separation from Service.

(i)

Benefits paid on account of the Participant’s Separation from Service shall be paid (or commence to be paid) on the first day of the seventh month following the date on which the Participant’s Separation from Service occurs. However, if a Participant has made a subsequent change to his or her elected form of payment after December 31, 2008 pursuant to Section 3.1(a)(iii) above, payment shall commence on the five year anniversary of the date on which such payment would otherwise be made, in accordance with Treas. Reg. §1.409A-2(b)(1).

(ii)

For purposes of this 409A Plan, the Participant’s “Separation from Service” means a separation from service with the Company and its affiliates within the meaning of Treas. Reg. § 1.409A-1(h). A Participant on medical leave for a period of more than twenty nine (29) months shall be deemed to have a Separation from Service on the day following the end of the 29th month of medical leave. For purposes of this paragraph, a medical leave is a leave of absence due to a medically determined physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six months, where such impairment causes the employee to be unable to perform the duties of

his or her position of employment or any substantially similar position of employment.

(b)

Death.

(i)

Pre-Retirement Death Benefit. If the Participant dies before his or her Separation from Service, benefits will be paid (or commence to be paid) in the applicable form under Section 3.1 as soon as reasonably practicable after the Participant’s death, but in all events within 90 days after the Participant’s death. For the avoidance of doubt, if such 90-day period ends in the taxable year following the taxable year in which the Participant’s death occurs, neither the Participant nor any beneficiary shall have the right to designate the taxable year in which the benefits will be distributed.

(ii)

Post-Retirement Death Benefit. If the Participant dies after Separation from Service but before payments commence under Section 3.2(a) above, his or her beneficiary will be entitled to receive the benefit (if any) that such beneficiary would have received if the Participant had commenced receiving benefits under the 409A Plan immediately prior to his or her death in the form elected under Section 3.1 above; provided, however, that if the Participant’s benefits are payable in a single sum, then the beneficiary shall receive the single sum that would otherwise have been payable to the Participant, on the date that the Participant would have received such payment under Section 3.2(a) above. For the avoidance of doubt, no benefits will be payable pursuant to this Section

3.2(b)(ii) if the form of payment elected under Section 3.1 was a straight life annuity.

(iii)

Beneficiary. For purposes of this Article III, “beneficiary” shall mean the beneficiary designated by the Participant pursuant to such forms and procedures as may be required by the Plan Administrator. In the absence of a beneficiary designation hereunder, the term “beneficiary” shall mean the Participant’s beneficiary determined pursuant to the NSTAR Pension Plan.

ARTICLE IV

ADMINISTRATION; CLAIMS

The 409A Plan shall be administered and construed by the Plan Administrator in his or her sole discretion. The Plan Administrator may delegate administrative tasks under the 409A Plan to employees of the Company or its affiliates or others. The Plan Administrator shall make all determinations with respect to claims for benefits hereunder, in accordance with the provisions of Part I of the SERP Program Document. All decisions, interpretations and determinations made by the Plan Administrator relating to the 409A Plan will be made in his or her sole discretion, and will be final and conclusive and binding on all persons.

ARTICLE V

AMENDMENT AND TERMINATION

The 409A Plan may be amended or terminated at any time and in any respect by the Company or the Committee; provided, however that the 409A Plan shall only be terminated to the extent, and in a manner, permitted by Code section 409A. No amendment or termination shall reduce or otherwise adversely affect the rights of any Participant or his or her beneficiary to benefits accrued under the 409A Plan immediately prior to such amendment or termination without his or her prior written consent, and no amendment or termination following a Change of

Control shall eliminate or reduce the Company’s or its affiliates’ obligations to deposit assets in the grantor trust as described in Article I. Furthermore, following a Change of Control, this Article V may not be amended.

ARTICLE VI

Governing Law

The 409A Plan shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, to the extent such laws are not preempted by ERISA.

APPENDIX A

“CHANGE OF CONTROL”

For the purposes of this 409A Plan, a “Change of Control” shall mean:

A-1

removal of trustees (or directors) or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than such board; or

A-2

board of directors) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board of Trustees of the Parent, providing for such Business Combination; or

Approval by the shareholders of the Parent of a complete liquidation or dissolution of the Parent.

For purposes of this Appendix A, the term “Parent” shall mean Eversource, or, if any entity shall own, directly or indirectly through one or more subsidiaries, more than 50% of the outstanding common shares of Eversource, such entity, and (ii) the term “Person” shall mean any individual, corporation, partnership, company, limited liability company, trust or other entity, which term shall include a “group” within the meaning of Section 13(d) of the Securities Act of 1934, as amended.

A-3

PART B

NSTAR SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN II —

GRANDFATHERED PLAN

as in effect on OCTOBER 3, 2004

APPENDIX B

“GRANDFATHERED BENEFIT AMOUNT”

409A Grandfathered Annuity (annual amount): the amount in Table I Column 2.

409A Grandfathered Lump Sum: the amount in Table I Column 1.

APPENDIX B

TABLE I


Participant Name	12/31/04 Accrued/Vested Target Benefit⁽¹⁾	12/31/04 Accrued/Vested Lump Sum Benefit, Payable 12/31/04⁽¹⁾		12/31/04 Accrued/Vested Annuity Benefit, Payable 12/31/04⁽²⁾		12/31/04 Accrued/Vested Pension Plan Supplemental Benefit⁽³⁾
Participant Name	12/31/04 Accrued/Vested Target Benefit⁽¹⁾	Pension Plan PEP	SERP II	Pension Plan PEP	SERP II
	*Column l*	*Column 2*	*Column 3*	*Column 4*	*Column 5*	*Column 6*


May, Thomas	1,056,239	603,048	4,459,730	60,043	444,037	79,380


Participant Name⁽¹⁾	12/31/04 Accrued/Vested Lump Sum Benefit	12/31/04 Accrued/Vested Annuity Benefit⁽²⁾
Participant Name⁽¹⁾	Excess Plan Column 1	Excess Plan Column 2
Thomas J. May	$ 4,459,730	$ 444,037
James J. Judge	598,911	37,595

Joseph R. Nolan Jr.	310,963	18,111
Ellen K. Angley	74,493	4,512

Philip J. Lembo	21,906	1,375
Neven Rabadjija	25,014	1,603
Richard J. Morrison	23,331	1,527



	EVERSOURCE SUPPLEMENTAL EXECUTIVE RETIREMENT PROGRAM: EVERSOURCE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (NSTAR I) EVERSOURCE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (NSTAR II) EVERSOURCE SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (NU)
	January 1, 2015


	Page
PART I INTRODUCTION; CLAIMS PROCEDURE	1
PART II EVERSOURCE SUPPLEMENTAL EXECUTION RETIREMENT PLAN
(NSTAR I)	6
PART III EVERSOURCE SUPPLEMENTAL EXECUTION RETIREMENT PLAN
(NSTAR II)	21
PART IV EVERSOURCE SUPPLEMENTAL EXECUTION RETIREMENT PLAN
(NU)	33



	Eversource Supplemental Executive Retirement Plan (NSTAR I)
	Effective January 1, 2015



	Eversource Supplemental Executive Retirement Plan (NU)
	As of January 1, 2015